Detailed Answer
This page explains what official filings and documents will help a bank confirm that one person was the sole member of an Arizona limited liability company (LLC), and what to do if that person has died. This is practical, plain-language guidance — not legal advice.
How Arizona business records work
In Arizona, LLC formation and public filings are handled by the Arizona Corporation Commission (ACC). Public ACC filings typically show the LLC’s name, statutory agent, and filing history. They do not always list every member or owner. For Arizona LLC law, see the Revised Statutes, Title 29: A.R.S. Title 29 (Limited Liability Companies). For ACC filing and record services, see the Corporations Division: Arizona Corporation Commission – Corporations and the business search portal at eCorp (ACC).
What banks typically accept to prove a sole member
Banks want clear, verifiable proof of who controls the LLC before they allow access to accounts. No single universal document exists, but the following are the most useful and commonly requested items:
- Certificate of Existence / Good Standing issued by the ACC. This shows the LLC is active and in good standing. Request it from the ACC or via eCorp.
- Articles of Organization (filed with ACC). These are the LLC’s formation papers on file with the state.
- Operating Agreement or a written Membership Certificate showing the named sole member. The operating agreement is the primary internal document that identifies members and their ownership percentages.
- Member ledger or membership certificate (if the LLC keeps one) showing the decedent was the sole member.
- Certified copy of the deceased member’s death certificate if the member died.
- Probate court documents (letters testamentary or letters of administration) showing who the personal representative or administrator is and that they have authority to act for the decedent’s estate.
- Small estate affidavit or court order if Arizona probate rules allow transfer of the decedent’s personal property without formal probate. (See Arizona probate laws in Title 14: A.R.S. Title 14 (Trusts and Estates).)
- Assignment or transfer documents if the membership interest was transferred by will, beneficiary designation, or assignment.
- Bank-specific corporate resolution or signature card that names the authorized individuals and is signed and notarized if required by the bank.
Special issues when the sole member died
If the LLC had a single member who has died, the membership interest is personal property that passes under the member’s estate plan or by intestacy. The LLC does not automatically dissolve solely because the member died. But banks usually freeze accounts until someone shows authority to transact for the LLC. To unfreeze accounts and access funds you will typically need:
- A certified death certificate for the member.
- Either probate documents giving a personal representative authority, or a valid small‑estate affidavit if the estate qualifies.
- Proof that the person with probate authority is also authorized to control the LLC — either because the estate succeeded to the membership interest or because the LLC’s operating agreement or transfer documents name a successor.
- If the operating agreement names a successor manager or successor member, a certified copy of the operating agreement or amendment showing that naming.
Why public ACC records may not be enough
ACC records verify the LLC’s existence and show filed documents (Articles and any amendments), but they rarely list members or the internal ownership percentages. That means an ACC certificate may confirm the LLC is active, yet still leave banks requiring internal documents (Operating Agreement, membership certificates) or probate papers to demonstrate who owned or controlled the LLC.
Practical step-by-step checklist
- Search the LLC on eCorp (ACC) and print a copy of the entity’s status and filings: ecorp.azcc.gov.
- Request a Certificate of Existence / Good Standing from the ACC.
- Locate the LLC’s Operating Agreement and any membership certificates or ledgers.
- If the member died, obtain a certified death certificate and determine whether probate is required. Review Arizona probate rules in Title 14: A.R.S. Title 14.
- If probate is open, obtain certified letters (letters testamentary or letters of administration) showing the estate representative’s authority.
- Bring originals or certified copies to the bank along with photo ID for the person making the request. Ask the bank in advance what exact documents it will accept and whether it requires notarization or a court order.
- If the bank still refuses access, consider getting a short attorney’s letter or a court order directing the bank to release funds to the authorized person.
Where to get official records and more information
- Arizona Corporation Commission (Corporations Division): https://www.azcc.gov/Divisions/Corporations
- ACC online business search and certificate services (eCorp): https://ecorp.azcc.gov/
- Arizona Revised Statutes — Title 29 (LLCs): https://www.azleg.gov/arsDetail/?title=29
- Arizona Revised Statutes — Title 14 (Probate & Estates): https://www.azleg.gov/arsDetail/?title=14
Important: Banks have their own rules. Even with the documents above, a bank may require additional proof, specific forms, or a court order before releasing funds.
Disclaimer: This information is educational only and not legal advice. For advisory tailored to your situation, consult a licensed Arizona attorney.
Helpful Hints
- Always call the bank first and ask for a written list of required documents. Banks vary in what they accept.
- Obtain certified court copies and certified copies of the death certificate — banks often insist on certified copies instead of photocopies.
- If you cannot find an Operating Agreement, look for a membership certificate, buy‑sell agreement, or any amendment that names the sole member.
- If the LLC was manager‑managed, show documents proving who the manager was and whether the manager had authority to sign bank documents.
- If the estate is small, ask an Arizona probate attorney whether a small‑estate affidavit will work to transfer the membership interest without formal probate.
- Keep copies of everything you give the bank and get a stamped receipt when you hand over originals.
- If the bank refuses to accept clear documentation, you may need a court order. An attorney can advise whether a short declaratory judgment or turnover order is the fastest remedy.